Exodus Movement, Inc.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of, and under the supervision of, our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of June 30, 2025. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2025 the Company’s disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting, as described below.

Previously Reported Material Weakness

We identified errors in our previously reported financial information as of and for the year ended December 31, 2021. As a result of the errors that were identified, we identified a material weakness in the Company’s control environment whereby the Company did not design and maintain effective internal control over financial reporting with respect to the expertise and quantity of its resources. Specifically, we did not effectively execute a strategy to hire, train, and retain a sufficient quantity of personnel with an appropriate level of training, expertise, and experience in certain areas important to financial reporting. In addition, we also identified a material weakness whereby we did not design and implement effective control activities based on the criteria in the Internal Control -- Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”). Specifically, the control activities did not adequately (i) address relevant risks, (ii) provide evidence of performance, (iii) provide appropriate segregation of duties, or (iv) operate at a level of precision to identify all potentially material errors. While the Company is progressing in its efforts to remediate the existing material weaknesses in full, certain control activities attributing to those material weaknesses continue to exist as of June 30, 2025.

Remediation Plan Update of Previously Reported Material Weaknesses

We have continued to implement remediation activities designed to improve our internal control over financial reporting and address the material weaknesses previously disclosed. Since March 2025, we added experienced accounting leadership, including hiring key accounting management positions, to strengthen oversight of our financial reporting processes. These remediation activities include the following:

•

During the three months ended June 30, 2025, management hired and trained additional personnel with an appropriate level of expertise and professional experience in certain areas critical to the financial reporting process to allow for appropriate segregation of reporting duties and enhance its internal control over financial reporting. Additionally, management replaced certain key accounting leadership positions with enhanced expertise to strengthen supervision and control oversight.

•

During the three months ended June 30, 2025, we engaged with a third-party consultant with experience in the digital asset sector to provide professional services to assist management with remediation of specific control deficiencies and overall process improvement and documentation. These remediation activities commenced in June 2025 and are currently ongoing.

•

We implemented enhancements to the financial close and review process, including additional documentation, workflow controls, and formal review procedures.

•

We enhanced control precision and accountability through improved review-level controls and more rigorous documentation standards.

•

As previously disclosed, we implemented an approval workflow in our general ledger system to enforce segregation of duties, and implemented entity-level and process-level control activities across the Company’s operations and information technology environment.

We believe these actions have significantly improved our internal control over financial reporting. However, the material weaknesses previously identified remain unremediated as of June 30, 2025. Although management has made substantial progress, additional evaluation is ongoing to determine whether all control activities are sufficiently designed and operating as intended. External consultants are assisting management in reviewing and refining the control environment to improve alignment with the COSO framework. Management will continue to assess these enhancements and make additional improvements as necessary. We cannot ensure that the measures we have taken to date, and are continuing to implement, will be sufficient to remediate the material weaknesses we have identified or avoid potential future material weaknesses. While we believe the steps taken to date and those planned for future implementation will improve the effectiveness of our internal control over financial reporting, we have not completed all remediation efforts. The material weaknesses cannot be considered remediated until applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. As we continue to evaluate and work to remediate the control deficiencies that gave rise to the material weaknesses, we may determine that additional measures or time are required to address the control deficiencies or that we need to modify or otherwise adjust the remediation measures described above. Accordingly, we will continue to monitor and evaluate the effectiveness of our internal control over financial reporting.

We believe that the steps detailed above, are substantially implemented and once successfully tested, will remediate the identified material weaknesses.

Changes in Internal Control over Financial Reporting

Except as described above with respect to our remediation plan, there have been no changes in our internal control over financial reporting that occurred during the six months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.